Smaart Tech Services Ltd Directors Report

To

The Members,

Your Directors have pleasure in presenting their Forty-first Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the financial year ended March 31, 2026, is summarized below:

Rs. In Lakhs

	Year ended arch 31, 2026	Year ended March 31, 2025
INCOME
Revenue from operations	-	-
Other Income	3.81	3.63
Total Income	3.81	3.63
EXPENDITURE
Employee Benefit expenses	539.46	528.81
Depreciation and amortization expenses 16.37	17.21
Financial Cost	1,394.65	1,097.82
Other Expenses	256.35	288.50
Total Expenses	2,206.83	1,932.34
PROFIT/(LOSS) BEFORE TAX	(2,203.02)	(1,928.71)
Exceptional items (Provision towards re-instatement of borrowings at their settlement value) (216.87)
PROVISION FOR TAX	0.00	0.00
NET PROFIT /(LOSS) FOR THE YEAR	(2419.89)	(1,928.71)
PROFIT AND LOSS ACCOUNT, beginning of the year	(16,657.76)	(14,729.05)
PROFIT AND LOSS ACCOUNT, end of the year	(19,077.65)	(16,657.76)

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review was Rs. Nil. The net loss of the Company for the fiscal year 2025 - 2026 is Rs. 2,203.02 Lakhs. There was no production of LED TVs since April 2015 (Except in the month of August 2015) and of Air conditioners since June 2015 in the absence of any orders. Further, during the Financial Year, there was no change in the nature of business.

3. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report and the Corporate Governance Report are attached to the Directors Report and forms part of this Annual Report.

4. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial.

5. AUDITORS:

i) Statutory Auditors:

The Members of the Company appointed M/s G.D. Apte & Co., Firm Registration No. 100 515W, Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years to hold office from the 37th Annual

General Meeting till the conclusion of the 42nd Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended March 31, 2026. Further, during the year under review, there were no frauds reported by the Auditors to the Audit Committee or Board under section 143 (12) of the Act.

The report given by M/s G.D Apte & Co, Chartered Accountants on the financial statements for the year ended March 31, 2026, forms part of the Annual Report.

The members of the Company at the 37th Annual General Meeting had appointed M/s G. D. Apte & Co. having Firm Registration No. 100 515W as Statutory Auditors of the Company to hold the office till the conclusion of the 42nd Annual General Meeting (AGM). M/s G. D. Apte & Co. vide letter dated 13th August 2026 tendered their resignation as Statutory Auditors of the Company with immediate effect, resulting in casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors as recommended by Audit Committee, in its meeting held on 31st August, 2026 has appointed M/s. V A Dudhedia & Co. Chartered Accountants (Firm registration no. 112450W) pursuant to the provisions of Section 139(8) of the Companies Act, 2013, to fill the casual vacancy and to hold the office as the Statutory Auditors of the Company till the conclusion of 41st AGM which is subject to approval by the members at the 41st AGM of the Company.

Further, the Board of Directors on recommendation of the Audit Committee, recommends to members the appointment of M/s. V A Dudhedia & Co., Chartered Accountants (Firms registration no. 112450W) to hold the office as Statutory Auditor of the Company for the period of 5 (five) consecutive years from conclusion of this 41st Annual General Meeting till the conclusion of 46th Annual General Meeting of the Company to be held in the year 2031.

It is proposed to pay remuneration of Rs.11,00,000/- towards statutory Audit for the financial year 2026-2027 plus applicable taxes and reimbursement of out-of-pocket expenses, if any. The remuneration for the subsequent years of their term shall be determined as mutually agreed between the Board of Directors and the Statutory Auditors, based on the performance review and any additional efforts on account of changes in regulations or management processes or any other assignment or considerations.

ii) Cost Auditors:

The Board would like to submit that based on the criteria provided by the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost Audit for the current period. The Company still continues to be out of the purview of turnover criteria provided under the Companies (Cost Records and Audit) Rules, 2014, and therefore the Company has not appointed Cost Auditor for the financial year 2025-26.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the Board of Directors of the Company appointed M/s. SVD & Associates, Practicing Company Secretaries (Firm Unique Code: P2013MH031900) as the ‘Secretarial Auditors of the Company for 5(five) consecutive years commencing from FY 2025-2026 to FY 2029-2030

The Secretarial Audit Report given by M/s. SVD & Associates, Practicing Company Secretaries for the financial year 2025- 2026 is annexed as Annexure - B.

As per regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. SVD & Associates, Practicing Company Secretaries with BSE Limited where the shares of the Company are listed. It is also available on the website of the Company www.smaarttechservices.com.

6. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025, filed with Registrar of Companies, is available on the website of the Company www. smaarttechservices.com

. The Company shall upload the annual return for FY 2025-26 on the website of the Company once filed with the Registrar of Companies.

7. CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standards of corporate governance and it constantly benchmark itself with best practices in this regard. A report under regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 on corporate governance for financial year 2025-26 along with a certificate issued by the Company Secretary in whole time practice confirming compliance with the mandatory requirements as stipulated in chapter IV of the listing regulations, forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, five Board Meetings were held on May 28, 2025, August 08, 2025, October 31, 2025, November 11, 2025, and February 10, 2026. The time gap between two consecutive meetings did not exceed one hundred and twenty days, the details of which are given in the Corporate Governance Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(c) and 134(5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended on March 31ST, 2026, the applicable accounting standards have been followed and that there are no material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on “non going concern basis”.*

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

*Note: During the reporting period the annual accounts are prepared on non-going concern basis. Kindly refer note no. 33 of the Financial Statement for the year ended March 31, 2026 forming part of this Annual Report.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience of all Independent Directors on the Board.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT, AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ‘Annexure - A to this Report. The said policy is also available on the website of the Company and the link of the same is https://www.smaarttechservices.com/media/original/ Nomination-and-Remuneration-Policy.pdf

Criteria for Determining Qualifications, Positive Attributes & Independence of Director (Evaluation Criteria):

i. Qualifications of Director:

A director shall possess appropriate skills, experience and knowledge in one or more fields of engineering, finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Companys business.

ii. Positive attributes of Directors:

A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the Company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

iii. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI Listing Regulations 2015 concerning independence of directors.

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE STATUTORY AUDITORS IN THEIR REPORT AND BY THE COMPANY SECRETARIES IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT:

The Statutory Audit Report for the financial year ended March 31, 2026, do not contain any comments, qualifications, adverse remarks or disclaimer. The Statutory Auditors have drawn emphasis of matter for preparation of financial statements on ‘not a going concern basis. Kindly refer note no. 33 of the financial statement which is self-explanatory.

The Secretarial Auditors Report does not contain any reservation, qualification or adverse remark and therefore there is no need to provide explanations or comments from the Board of Directors.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans or guarantees or has not made any investments during the financial year 2025-2026 under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has obtained prior approval of the Audit Committee for all the related party transactions entered into by the Company for the financial year ended on March 31, 2026. A statement giving details of all related party transactions entered pursuant to the approval so granted is placed before the Audit Committee for their review on a quarterly basis. The policy on related party transactions as approved by the Board of Directors has been displayed on the website of the Company www.smaarttechservices.com

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form AOC-2 which is annexed as Annexure C to this report. Related Party disclosures as per Ind AS 24 have been provided in Note 29 to the financial statements.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Companys affairs has been covered as a part of this report under the financial results & Management Discussion and Analysis (MD&A).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO ANY RESERVES: Nil

17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND: Nil.

18. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORSREPORT:

The Sharp Corporation, Japan (SC) (erstwhile Promoter and Holding Company) had entered into Share Purchase Agreement (SPA) with Smart Services Private Limited (SSPL) on 14th April 2026 for acquisition of 1,94,58,000 equity shares of Rs 10.00 each consisting of 75.00% of the paid-up share capital of the Company. SSPL In pursuance to the SPA, SSPL acquired 1,94,58,000 equity shares of Company from SC on 2nd June,2026. SSPL had made an open offer to the public shareholders and in the open offer 101 equity shares were tendered by the Public Shareholders. To comply with minimum public shareholding under Regulation 38 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, The SSPL shall be required to devest these 101 equity shares as per the applicable Regulations.

Thereafter consequent to approval of shareholders through postal ballot, the name of the Company has been changed from ‘Sharp India Limited to ‘Smaart Tech Services Limited with effect from August 18, 2026. The object clause of the company is altered to diversify business operations of the Company for generation of revenue.

There have been following changes in Directors and KMPs of the Company.

The shareholders approved the appointment of following Directors as Directors of the Company vide postal ballot on 10th August, 2026:

a) Mr. Anant Raghute (DIN: 05151874), appointed as Additional Director & Managing Director(Executive Director) w.e.f 5th June 2026 for a period of three years i.e. 5th June 2026 to 4th June, 2029 (both days inclusive).

b) Mr. Sandeep Deshmukh (DIN: 06775847) as Additional Director (Non- Executive, Non-Independent Director) w.e.f 5th June 2026 for a period of five years i.e. from 05th June 2026 to 04th June 2031. (Both days inclusive).

c) Mr. Salil Halve (DIN:10715453) as Additional Director (Non- Executive, Non-Independent Director) w.e.f 5th June 2026 for a period of five years i.e. from 05th June 2026 to 04th June 2031. (Both days inclusive).

d) Mr. Yashavant Avatade (DIN: 11696640) as Additional Director (Non- Executive, Independent Director) w.e.f 5th June 2026 for a period of five years i.e. from 05th June 2026 to 04th June 2031. (Both days inclusive).

e) Mr. Sanjeev Mahajan (DIN: 02683592) as Additional Director (Non- Executive Independent Director)r w.e.f 5th June 2026 for a period of five years i.e. from 05th June 2026 to 04th June 2031. (Both days inclusive).

f) Ms. Bhakti Hosalkar (DIN: 07445839) as Additional Director (Non- Executive, Woman Independent Director) w.e.f 5th June 2026 for a period of five years i.e. from 05th June 2026 to 04th June 2031. (Both days inclusive).

g) Mrs. Padmini Urane, appointed as Chief Financial Officer of the Company w.e.f 16th June 2026.

The Company received resignations from the following Directors:

i) Mr. Makarand Date (DIN: 08363458) resigned as Managing Director of the Company w.e.f 5th June 2026.

ii) Mr. Shoki Tano (DIN: 10865339) resigned as Non- Executive, Non- Independent Director of Company w.e.f 5th June 2026.

iii) Mr. Naoki Hatyama, (DIN: 08390564) resigned as Non- Executive, Non-Independent Director of Company w.e.f 5th June 2026

iv) Mr. Abhijeet Bhagwat (DIN: 01981922) resigned as Independent Director of Company w.e.f 5th June 2026

v) Mr. Nachiket Deo, (DIN: 02842185) resigned as Independent Director of Company w.e.f 5th June 2026

vi) Mrs. Archana Lakhe (DIN:07079209) resigned as Independent Director of Company w.e.f 5th June 2026.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO etc.:

Conservation of Energy & Technology Absorption etc:

The Company is conscious about its responsibility towards environment protection, and it lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Expenditure on Research & Development:

	Amount Rs. Lacs
Capital	0
Recurring	0
Total	0
Total R&D Expenditure as a percentage of total sales turnover	-

Foreign Exchange Earnings and Out go:

	Amount Rs. Lacs
Foreign Exchange outgo	4.85
Foreign Exchange earning	0

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to section 134 of the Companies Act, 2013. Your Company believes that managing and mitigating the risk maximizes the returns. Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. The Company identifies all strategic, operational & financial risks by analyzing and assessing the operations of the Company.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination & Remuneration Committee, provisions of the Companies Act 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the performance evaluation of the independent directors was carried out by the entire board, excluding the Director being evaluated and the performance of the non- independent directors was carried out by the independent directors who also reviewed the performance of the Board as a whole. The Boards functioning was evaluated in various aspects including structure of the Board, and qualifications, experience of the directors being evaluated. The evaluation of Committees was carried out by Board Members.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL:

a) Appointment and resignation during the year

There was no change in Directors and Key Managerial Persons during the financial year 2025-2026.

b) Director proposed to be re-appointed at the ensuing Annual General Meeting

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Deshmukh, non-executive Director retire by rotation as Director of the Company and being eligible he has offered himself for re-appointment at the ensuing AGM.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be subsidiaries, joint ventures and associate companies during the year.

25. DEPOSITS:

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year under review.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS- 1) and Secretarial Standards on General Meetings (SS-2) with effect from October 01, 2017. The Company is in compliance with the revised secretarial standards.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the period under review, no significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

28. REPORTING OF FRAUDS BY AUDITORS:

During the reporting year, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

29. INTERNAL FINANCIAL CONTROLS:

Company has appropriate and adequate internal financial control systems in place considering the nature and size of the business. These are regularly tested by Internal and Statutory Auditors of the Company. The Internal Audit observations & the corrective/ follow-up actions are reported to the Audit Committee. The controls were tested and there were no reportable material weaknesses. The qualification given by the Auditors is a case of judgement and in our opinion does not affect the internal financial controls system put in place by the Company. Further, it does not have any material impact on the financials of the Company.

30. INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information required to be given under section 197(12) of the Companies Act, 2013 and Rule no. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at Annexure - D to this Report.

31. COMPOSITION OF THE COMMITTEES

Composition of the Audit and other committees and other relevant information has been given in the section ‘Corporate Governance.

32. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism to the directors and employees to report concerns about unethical behavior, actual or suspected fraud. The Policy provides for adequate safeguards against victimization of employees who can avail the mechanism and also provides for direct access to the Chairman of the Audit Committee to report the concerns. During the year under review, your Company has not received any complaints, under the said mechanism. This policy has been posted on the website of the Company- www. smaarttechservices.com

33. FAMILIARIAZATION PROGRAM OF INDEPENDENT DIRECTORS:

Familiarization programs are conducted for the independent directors of the Company to make them familiar with the Companys policies, operations, business models etc. and the details about the same are available on the website of the Company www.smaarttechservices.com

34. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the requirements under the Maternity Benefit Act, 1961. Further, Company has zero tolerance for sexual harassment at the workplace and in terms of the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy to prevent sexual harassment of women at the workplace. The policy aims to provide protection to the women employees at the workplace and prevent and redress the complaints of sexual harassment at the workplace. Internal Complaint Committee has been setup for redressal of complaints received regarding sexual harassment. All employees are covered under the policy. Disclosure of cases/status during the year under review regarding Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as:

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed of during the year: Nil

c. Number of cases pending for more than Ninety days: Nil.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

NIL

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL

37. ACKNOWLEDGEMENTS:

Your Directors express their gratitude for the valued and timely support and guidance received from Smart Services Private Limited and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the Companys employees.

For and on behalf of the Board of Directors
Anant Raghute	Yashavant Avatade
Managing Director	Director
DIN: 05151874	DIN: 11696640
Date : August 31, 2026	Date: August 31, 2026
Place: Pune	Place: Pune